Charles Boundy - Business Contracts Handbook

Appendix B:
Example (Short-form) Product Sale Agreement

(See also .)

Agreement dated .20

Parties

Smith (Computer Supplies) Limited (Company number ...) of .. ( Seller )

Braby Business Machines Limited (Company number .) of. ( Buyer )

Introduction

Seller has agreed to sell and Buyer to buy fifty (50) F502/zt. computers ( Products ) for the sum of four hundred and sixty-five pounds each (exclusive of VAT and delivery) ( Price ).

Delivery

1.1 Seller will deliver the Products to Buyer at the Buyers premises at [] or elsewhere within England as Buyer may direct the Seller in writing within seven days of the date of this agreement ( Delivery ).

1.2 Seller will ensure that Delivery takes place no earlier than [] and no later than []. [Time will be of the essence in respect of the later date.]

Price and payment

2.1 Buyer will pay the Price plus VAT at the prevailing rate to Seller in full by direct bank transfer to Sellers bank [bank details] no later than 30 days from end of the month in which Delivery takes place and Seller delivers a formal VAT invoice for the Products to Buyer.

2.2 Seller may charge and Buyer will in addition to the Price pay for any additional third-party costs of Delivery resulting from Delivery taking place more than fifty miles from Sellers distributors premises at [.].

2.3 If the Price remains unpaid seven days after the due date Buyer will in addition pay Seller interest on the amount unpaid at the rate of three percentage points per annum above [] Bank plc base rate for the time being in force, such interest being payable before and after any judgment for sums unpaid.

2.4 [The Sellers terms and conditions of business (last revised October 20) will apply as if set out in this agreement. Where there is any inconsistency between those terms of business and the terms of this agreement, the latter will prevail.]

Comment: See suitability to this transaction. The reference to which terms prevail may be necessary as the agreement contains terms as to payment which may well conflict with those in the sellers TOB.

Commissioning of Products [ Note comments on this area in ]

3.1 Seller will at Sellers cost provide a suitably competent person to assist Buyer with installation and commissioning of the Products on not more than two half-days at mutually convenient times within the two weeks following Delivery. [ Consider whether travelling expenses should be charged, especially if installation is more remote than 50 miles. ]

3.2 Seller will not be responsible for any defects or errors relating to the Products except to the extent that these are identified and reported in writing to Seller within [21 days] after Delivery.

3.3 Products are sold on the basis as specified in the Sellers product descriptions and, except for the Products not complying with Sellers specification or defects in manufacture reported as set out in clause 3.4, Sellers liability to Buyer for non-compliance with specification or defect in manufacture promptly reported under the provisions of this clause 3 is limited to refund of the Price or replacement of the Products as Seller may decide.

3.4 [ Other limitation of liability provisions see especially . ]

Boilerplate clauses [if applicable see . ]